U.S. Securities and Exchange Commission Washington, D.C. 20549  FORM 10-Q (Mark One)  S QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly
period ending September 30, 2008   £ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from
_____to_____  Commission file number
   000-53236   SILVER HILL
MINES, INC. (Name of Small Business Issuer in its
Charter)   NEVADA

91-1257351(State of Incorporation)

(IRS Employer identification
No.)   2802 South Man OWar, Veradale,
WA

99037(Address of principal executive
offices)

(Zip Code)   Issuer's telephone number,
(509)891-8373  Indicate by check mark whether the
registrant (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes S  No £  Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definitions of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):  Large
accelerated filer £, Accelerated
filer £, Non-accelerated filer
£, Smaller reporting company S  Indicate by check mark whether the
registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes S   No £  APPLICABLE ON TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS  Indicate by check mark whether the
registrant (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act subsequent to the distribution of securities under a plan
confirmed by the court. Yes £ No
£  APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date. As of November 3, 2008 we had 49,918,961 shares of common stock issued and
outstanding.       Contents
Page No.Part I  Financial InformationItem 1.  Financial Statements
3Item 2.  Managements Discussion and Analysis
of Financial Condition and Results of Operations
14Item 3.  Quantitative and Qualitative
Disclosures About Market Risk
16Item 4.  Controls and Procedures
17Part II  Other InformationItem 1.  Legal Proceedings
18Item 1A. Risk Factors
18Item 2.  Unregistered Sales of Equity
Securities and Use of Proceeds
18Item 3.  Defaults Upon Senior
Securities
18Item 4.  Submission of Matters to a Vote of
Security Holders
18Item 5.  Other Information
18Item 6.  Exhibits
19Signatures
19   2   PART I-FINANCIAL
INFORMATION  Item 1.  Financial
Statements  Silver Hill Mines, Inc. Balance Sheet   (Unaudited)September 30,

December 31,2008

2007AssetsCurrent assetsCash and cash equivalents
$
-
$
-Total current assets

-

-Interest receivable

703

347Note receivable

4,581

6,679Total assets
$
5,284
$
7,026Liabilities and Stockholders' DeficitCurrent liabilitiesAccounts payable
$
59,848
$
-Due to related party

6,703

960Total current liabilities

66,551

960Stockholders' equityPreferred stock, 50,000,000 shares authorized,par value $.001, no shares issued andoutstanding

-

-Common stock, 250,000,000 shares authorized,par value $.0001, 49,918,961 shares
issued andoutstanding

49,919

49,919Additional paid-in capital

721,048

721,048Retained earnings

(832,234)

(764,901)Total stockholders' equity

(61,267)

6,066Total liabilities and stockholders' equity
$
5,284
$
7,026  See accompanying notes to financial
statements    3   Silver Hill
Mines, Inc. Statements of Operations (Unaudited)   For the three months ended

For the nine months endedSeptember 30,

September 30,2008

2007

2008

2007Revenues
$
--
$
--
$
--
$
--General and administrative expenses

59,175

--

67,689

--Loss from operations

(59,175)

--

(67,689)

--Interest income

120

--

356

--Net loss
$
(59,055)
$
--
$
(67,333)
$
--Basic and
diluted loss per common share
$
--
$
--
$
(0.000)
$
(0.000)Weighted
average number of common shares used in per share calculations

49,918,961

40,668,961

49,918,961

40,668,961  See accompanying notes to financial
statements    4   Silver Hill
Mines, Inc. Statement of Changes in Stockholders' Equity (Unaudited)    Common



Additional



Totalshares

Common

paid-in

Retained

stockholders'outstanding

stock

capital

Earnings

equityBalance, December 31, 2005
40,668,961
$
40,669
$
721,048
$
(761,717)
$
Net loss for the year endedDecember 31, 2006








Balance December 31, 2006
40,668,961

40,669

721,048

(761,717)

Net loss for the three monthsended March 31, 2007








Balance March 31, 2007
40,668,961

40,669

721,048

(761,717)

Stock issued for notereceivable - April 2, 2007
9,250,000

9,250





9,250Net loss for the nine monthsended December 31, 2007






(3,184)

(3,184)Balance, December 31, 2007
49,918,961

49,919

721,048

(764,901)

6,066Net loss for the nine monthsended September 30, 2008






(67,333)

(67,333)Balance, September 30, 2008
49,918,961
$
49,919
$
721,048
$
(832,234)
$
(61,267)  See accompanying notes to financial
statements    5   Silver Hill
Mines, Inc. Statements of Cash Flows (Unaudited)    For the nine months endedSeptember 30,2008

2007Cash flows used for operating activitiesNet loss
$
(67,333)
$
Adjustment to reconcile net income to net cash
provided byoperating activitiesChange in operating assets and
liabilities:Increase in accounts
payable

59,848

Increase in interest
receivable

(356)

Cash flows used for operating activities

(7,841)

Cash flows from financing activitiesPayments received from note receivable

2,098

Advances from officer

5,743

Cash flows from financing activities

7,841

Increase in cash and cash equivalents



Cash and cash equivalents - Beginning of period



Cash and cash equivalents - End of period
$

$
Supplemental Disclosures regarding cash flowsInterest paid
$

$
Income taxes paid



  See accompanying notes to financial
statements   6   SILVER HILL
MINES, INC.    NOTES TO FINANCIAL STATEMENTS (Unaudited)  NOTE A  Organization and Description of Business  The Company was originally incorporated in
the State of Washington on March 27, 1961, for the primary purpose of acquiring
and developing mining properties. The Company has not attained commercial mining
operations since its inception.  On May 11, 2007, the shareholders approved
changing the corporate domicile from Washington to Nevada.  On June 21,
2007, Silver Hill Mines, Inc., a Nevada corporation, was organized as the merger
partner.  On September 5, 2007, the change in domicile was completed by
merging Silver Hill Mines, Inc., the Washington corporation into Silver Hill
Mines, Inc., the Nevada corporation.  Silver Hill Mines, Inc., the Nevada
corporation, was the surviving corporation.  NOTE B  Preparation of Financial Statements  The Company follows the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America and has adopted a year-end of December 31.  The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.  Management further acknowledges that it is
solely responsible for adopting sound accounting practices, establishing and
maintaining a system of internal accounting control and preventing and detecting
fraud. The Companys system of internal accounting control is designed to
assure, among other items, that 1) recorded transactions are valid; 2) valid
transactions are recorded; and 3) transactions are recorded in the proper period
in a timely manner to produce financial statements which present fairly the
financial condition, results of operations and cash flows of the Company for the
respective periods being presented.  NOTE    C  Summary of Significant
Accounting Policies  Cash and cash equivalents  For purposes of the statement of cash
flows, the Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.   7   SILVER HILL
MINES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited)  Use of estimates  In preparing financial statements,
management makes estimates and assumptions that affect the reported amounts of
assets and liabilities in the balance sheet and revenues and expenses in the
statement of operations. Actual results could differ from those estimates.  Fair value of financial instruments and
derivative financial instruments  The carrying amounts of cash and current
liabilities approximate fair value due to the short maturity of these items.
These fair value estimates are subjective in nature and involve uncertainties
and matters of significant judgment, and, therefore, cannot be determined with
precision. Changes in assumptions could significantly affect these estimates.
The Company does not hold or issue financial instruments for trading purposes,
nor does it utilize derivative instruments in the management of foreign
exchange, commodity price, or interest rate market risks.  Income taxes  The Company has adopted SFAS no 109,
Accounting for Income Taxesas of inception. The Company recognizes
deferred tax assets and liabilities based on differences between the financial
reporting and tax bases of assets and liabilities using the enacted tax rates
and laws that are expected to be in effect when the differences are expected to
be recovered. The Company provides a valuation allowance for deferred tax assets
for which it does not consider realization of such assets to be more likely than
not.  Basic and diluted net loss per share  The Company computes net income (loss) per
share in accordance with SFAS No. 128 Earnings per Share. The basic net
loss per common share is computed by dividing the net loss by the weighted
average number of common shares outstanding. Diluted net loss per share gives
effect to all dilutive potential common shares outstanding during the period
using the as if convertedbasis. For the year ended December 31, 2007,
and for the nine months period ended September 30, 2008 there were no potential
dilutive securities.  Concentration of Credit Risk  Financial instruments, which potentially
subject the Company to concentrations of credit risk, consist of cash and cash
equivalents. The Company places its cash with high quality financial
institutions and at times may exceed the FDIC $100,000 insurance limit   8   SILVER HILL
MINES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited)  Special purpose entities  The Company does not have any off-balance
sheet financing activities.  Impairment or Disposal of Long-Lived
Assets  In August 2001, FASB issued Statement No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets(
FAS 144). FAS 144 clarifies the accounting for the impairment of
long-lived assets and for long-lived assets to be disposed of, including the
disposal of business segments and major lines of business. Long-lived assets are
reviewed when facts and circumstances indicate that the carrying value of the
asset may not be recoverable. When necessary, impaired assets are written down
to their estimated fair value based on the best information available.  Stock Based Compensation  The Company accounts for its stock-based
compensation in accordance with SFAS No. 123R, Share-Based Payment, an
Amendment of FASB Statement No. 123.The Company recognizes in the
statement of operations the grant-date fair value of stock options and other
equity-based compensation issued to employees and non-employees. The Company did
not grant any new employee options and no options were cancelled or exercised
during the year ended December 31, 2007 or 2006. As of September 30, 2008 there
were no options outstanding.  Business segments  SFAS No. 131 Disclosures About Segments
of an Enterprise and Related Informationestablishes standards for the way
that public companies report information about operating segments in annual
financial statements and requires reporting of selected information about
operating segments in interim financial statements issued to the public. It also
establishes standards for disclosures regarding products and services,
geographic areas and major customers. The Company has evaluated the requirements
of SFAS No. 131, and has determined that it is not applicable.  Recently issued accounting
pronouncements  In September 2006, the FASB issued SFAS No.
158, Employers Accounting for Defined Benefit Pension and Other Postretirement
Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R). This
statement requires employers to recognize the overfunded or underfunded status
of a defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization.  This statement also requires an employer
to measure the funded status of a plan as of the date of its year-end statement
of financial position, with limited exceptions. The provisions of SFAS No. 158
are effective for employers with publicly traded equity securities as of the end
of the fiscal year ending after December 15, 2006. The adoption of this
statement had no effect on the Companys reported financial position or results
of operations.   9   SILVER HILL
MINES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited)   In February 2007, the FASB issued SFAS No.
159, The Fair Value Option for Financial Assets and Financial Liabilities.
This Statement permits entities to choose to measure many financial assets and
financial liabilities at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are reported in earnings. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007. The Company
is currently assessing the impact of SFAS No. 159 on its financial position and
results of operations.  In June 2007, the FASB issued FASB Staff
Position No. EITF 07-3, Accounting for Nonrefundable Advance Payments for Goods
or Services Received for use in Future Research and Development Activities
(FSP EITF 07-3), which addresses whether nonrefundable advance payments for
goods or services that used or rendered for research and development activities
should be expensed when the advance payment is made or when the research and
development activity has been performed. Management is currently evaluating the
effect of this pronouncement on financial statements.  In December 2007, the FASB issued SFAS No.
141 (Revised 2007), Business Combinations. SFAS No. 141 (Revised 2007) changes
how a reporting enterprise accounts for the acquisition of a business. SFAS No.
141 (Revised 2007) requires an acquiring entity to recognize all the assets
acquired and liabilities assumed in a transaction at the acquisition-date fair
value, with Ltd. exceptions, and applies to a wider range of transactions or
events. SFAS No. 141 (Revised 2007) is effective for fiscal years beginning on
or after December 15, 2008 and early adoption and retrospective application is
prohibited.  In December 2007, the FASB issued SFAS No.
160, Noncontrolling Interests in Consolidated Financial Statements, which is
an amendment of Accounting Research Bulletin (ARB) No. 51. This statement
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. This statement changes the way the
consolidated income statement is presented, thus requiring consolidated net
income to be reported at amounts that include the amounts attributable to both
parent and the noncontrolling interest. This statement is effective for the
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Based on current conditions, the Company does not
expect the adoption of SFAS 160 to have a significant impact on its results of
operations or financial position.  10   SILVER HILL
MINES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited)   In March 2008, the FASB issued SFAS No.
161, Disclosures about Derivative Instruments and Hedging Activities an
amendment of FASB Statement No.  133. This Statement changes the
disclosure requirements for derivative instruments and hedging activities.
Entities are required to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows.
Based on current conditions, the Company does not expect the adoption of SFAS
161 to have a significant impact on its results of operations or financial
position.  In April 2008, the FASB issued 142-3
Determination of the useful life of Intangible Assets, which amends the
factors a company should consider when developing renewal assumptions used to
determine the useful life of an intangible asset under SFAS142. This Issue is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. SFAS 142
requires companies to consider whether renewal can be completed without
substantial cost or material modification of the existing terms and conditions
associated with the asset. FSP 142-3 replaces the previous useful life criteria
with a new requirementthat an entity consider its own historical experience in
renewing similar arrangements. If historical experience does not exist then the
Company would consider market participant assumptions regarding renewal
including 1) highest and best use of the asset by a market participant, and 2)
adjustments for other entity-specific factors included in SFAS 142. The Company
is currently evaluating the impact that adopting SFAS No.142-3 will have on its
financial statements.  In May 2008, the FASB issued SFAS No. 162,
The Hierarchy of Generally Accepted Accounting Principles. This Statement
identifies the sources of accounting principles and the framework for selecting
the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
This Statement will not have an impact on the Companys financial
statements.  In May 2008, the FASB issued SFAS No. 163,
Accounting for Financial Guarantee Insurance Contracts, an interpretation of
FASB Statement No. 60. The scope of this Statement is limited to financial
guarantee insurance (and reinsurance) contracts, as described in this Statement,
issued by enterprises included within the scope of Statement 60. Accordingly,
this Statement does not apply to financial guarantee contracts issued by
enterprises excluded from the scope of Statement 60 or to some insurance
contracts that seem similar to financial guarantee insurance contracts issued by
insurance enterprises (such as mortgage guaranty insurance or credit insurance
on trade receivables). This Statement also does not apply to financial guarantee
insurance contracts that are derivative instruments included within the scope of
FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. This Statement will not have an impact on the Companys financial
statements.  11   SILVER HILL
MINES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited)  NOTE D - Going Concern Uncertainty  The Company has had no significant
operations, assets or liabilities since 1993 and, accordingly, is fully
dependent either future sales of securities or upon its current management
and/or advances or loans from significant stockholders or corporate officers to
provide sufficient working capital to preserve the integrity of the corporate
entity. Because of these factors, our auditors have issued an audit opinion for
the Company which includes a statement describing our going concern status. This
means, in our auditor's opinion, substantial doubt about our ability to continue
as a going concern exists at the date of their opinion.  The Company's continued existence is
dependent upon its ability to generate sufficient cash flows from operations to
support its daily operations as well as provide sufficient resources to retire
existing liabilities and obligations on a timely basis.  The Company anticipates offering future
sales of equity securities. However, there is no assurance that the Company will
be able to obtain additional funding through the sales of additional equity
securities or, that such funding, if available, will be obtained on terms
favorable to or affordable by the Company.  If no additional operating capital is
received during the next twelve months, the Company will be forced to rely upon
additional funds loaned by management and/or significant stockholders to
preserve the integrity of the corporate entity at this time. In the event, the
Company is unable to acquire advances from management and/or significant
stockholders, the Company's ongoing operations would be negatively impacted.  It is the intent of management and
significant stockholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity. However, no formal
commitments or arrangements to advance or loan funds to the Company or repay any
such advances or loans exist. There is no legal obligation for either management
or significant stockholders to provide additional future funding.  In such a restricted cash flow scenario,
the Company would be unable to complete our business plan steps, and would,
instead, delay all cash intensive activities. Without necessary cash flow, the
Company may become dormant during the next twelve months, or until such time as
necessary funds could be raised in the equity securities market.  While the Company is of the opinion that
good faith estimates of the Company's ability to secure additional capital in
the future to reach our goals have been made, there is no guarantee that the
Company will receive sufficient funding to sustain operations or implement any
future business plan steps.   12   SILVER HILL
MINES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited)  NOTE E - Income Taxes  The Company has a nominal net operating
loss carryforward to offset future taxable income. Subject to current
regulations, this carryforward will begin to expire in 2021. The amount and
availability of the net operating loss carryforwards may be subject to
limitations set forth by the Internal Revenue Code. Factors such as the number
of shares ultimately issued within a three year look-back period; whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate; continuity of historical business; and subsequent income of
the Company all enter into the annual computation of allowable annual
utilization of the carryforwards.  The Company's income tax expense (benefit)
for the years ended December 31, 2007 and 2006, respectively, differed from the
statutory federal rate of 34 percent as follows:     Year ended
December 31,2007

2006Statutory rate applied to loss before income taxes
$
(1,230)
$
(  )Increase (decrease) in income taxes resulting from:State income taxes

Other, including reserve for deferred tax asset

1,230

Income tax expense
$

$
  Temporary differences due to statutory
requirements in the recognition of assets and liabilities for tax and financial
reporting purposes, generally including such items as organizational costs,
accumulated depreciation and amortization, allowance for doubtful accounts,
organizational and start-up costs and vacation accruals. These differences give
rise to the financial statement carrying amounts and tax bases of assets and
liabilities causing either deferred tax assets or liabilities, as necessary, as
of December 31, 2007 and 2006, respectively:     December 31,2007

2006Deferred tax assetsNet operating loss carryforwards
$
1,230
$
Less valuation allowance

(1,230)

()Net Deferred Tax Asset
$

$
  During the year ended December 31, 2007 and
2006, respectively, the reserve for the deferred current tax asset increased by
approximately $1,230 and $-0- respectively.  13   Item 2.  Managements Discussion and Analysis of Financial
Condition and Results of Operation  When used in this Form
10-Q and in our future filings with the Securities and Exchange Commission, the
words or phrases will likely result, management expects, or we expect, will
continue, is anticipated, estimated or similar expressions are intended to
identify forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance
on any such forward-looking statements, each of which speak only as of the date
made. These statements are subject to risks and uncertainties, some of which are
described below. Actual results may differ materially from historical earnings
and those presently anticipated or projected. We have no obligation to publicly
release the result of any revisions that may be made to any forward-looking
statements to reflect anticipated events or circumstances occurring after the
date of such statements.  Plan of Operation  We have had no
operations and have not produced any revenue in the last two years.  We intend to seek to
acquire the assets or shares of an entity actively engaged in business in
exchange for our securities through a business combination transaction. While we
will attempt to obtain audited financial statements of a business combination
candidate, there is no assurance that such audited financial statements will be
available. The Board of Directors does intend to obtain certain assurances of
value of the candidate entity's assets prior to consummating such a transaction.
We have no full time employees. Presently, our officers have agreed to allocate
a portion of their time to our activities without compensation. However, we may
compensate them in stock for services rendered at some future date.
 Management anticipates that our business plan can be implemented by an
officer devoting an aggregate of approximately 5 hours per week to our business
affairs. Consequently, conflicts of interest may arise with respect to the
limited time commitment by such officers.  In addition, our officers and
directors may, in the future, become involved with other companies, which have a
business purpose similar to that of ours.  As a result, additional
conflicts of interest may arise in the future.  Any business combination
or transaction will likely result in a significant issuance of shares and
substantial dilution to our present stockholders.  14   General
Business Plan  Our purpose is to seek,
investigate and, if such investigation warrants, acquire an interest in a
business opportunity which desires to seek the perceived advantages of an
Exchange Act registered corporation.  We will not restrict our search to
any specific business, industry, or geographical location and we may participate
in a business venture of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be restrictive of
our virtually unlimited discretion to search for and enter into potential
business opportunities.  Management anticipates that it will be able to
participate in only one potential business venture because we have nominal
assets and limited financial resources.  This lack of diversification
should be considered a substantial risk to our shareholders because it will not
permit us to offset potential losses from one venture against gains from
another.  We may seek a business opportunity with entities which have
recently commenced operations, or that wish to utilize the public marketplace in
order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate
purposes. We anticipate that the selection of a business opportunity in
which to participate will be complex and extremely risky.  Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.
 Such perceived benefits may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders
and other factors.  Business opportunities may be available in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.  We have, and will continue
to have, minimal capital with which to provide the owners of business
opportunities with any significant cash or other assets. However, management
believes we will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an initial
Public Offering.  The owners of the business opportunities will, however,
incur significant legal and accounting costs in connection with the acquisition
of a business opportunity, including the costs of preparing Form 8-K's, 10-K's,
agreements and related reports and documents.  The Securities Exchange Act
of 1934 (the "34 Act"), specifically requires that any merger or acquisition
candidate comply with all applicable reporting requirements, which include
providing audited financial statements to be included within the numerous
filings relevant to complying with the 34 Act.  The analysis of new
business opportunities will be undertaken by, or under the supervision of, our
officers and directors, none of whom is a professional business analyst.
 Management intends to concentrate on identifying preliminary prospective
business opportunities which may be brought to its attention through present
associations of our officers, directors and attorney.  In analyzing
prospective business opportunities, management will consider such matters as the
available technical, financial and managerial resources; working capital and
other financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that management;
the potential for further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact our
 proposed activities; the potential for growth or expansion; the potential
for profit; the perceived public recognition or acceptance of products,
services, or trades; name identification; and other relevant factors.  We
will not acquire or merge with any company for which audited financial
statements cannot be obtained within the time frame required by federal
securities laws.   It is not anticipated that any outside consultants
or advisors, other than our legal counsel and accountants, will be utilized by
us to effectuate our business purposes described herein.  We will not
restrict our search to any specific industry, but may acquire a venture which is
in its preliminary or development stage, which is already in operation, or in
essentially any stage of its corporate life.  It is impossible to predict,
at this time, the status of any business in which we may become engaged, in that
such business may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which we may offer.  There is an
understanding between the Company and Long Lane Capital, Inc. with respect to a
loan agreement. Long Lane Capital, Inc. has agreed to purchase common shares in
exchange for the promise to advance up to $9,250 on behalf of the Company for
the Companys general and administrative expenses.  15   Acquisition of Business Combination Candidate  In implementing a
structure for a particular business acquisition, we may become a party to a
merger, consolidation, reorganization, joint venture, or licensing agreement
with another corporation or entity.  We may also acquire stock or assets of
an existing business.  On the consummation of a transaction, it is probable
that our present management and shareholders will no longer be in control.
 In addition, our directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of our
shareholders.  It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from registration
under applicable federal and state securities laws.  In some circumstances,
however, as a negotiated element of the transaction, we may agree to register
all or a part of such securities immediately after the transaction is
consummated or at specified times thereafter.  If such registration occurs,
of which there can be no assurance, it will be undertaken by the surviving
entity after we have successfully consummated a merger or acquisition and we are
no longer considered a "shell" company. Until such time as this occurs, we will
not attempt to register any additional securities.  The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in our securities may have a depressive effect on the
value of our securities in the future. While the actual terms of a transaction
to which we may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid the creation
of a taxable event and thereby structure the acquisition in a so-called
"tax-free" reorganization under Sections 368a or 351 of the Internal Revenue
Code (the "Code").  With respect to any merger or acquisition, negotiations
with target company management is expected to focus on the percentage of our
company which target company shareholders would acquire in exchange for all of
their shareholdings in the target company.  Depending upon, among other
things, the target company's assets and liabilities, our shareholders will hold
a substantially lesser percentage ownership interest following any merger or
acquisition.  The percentage ownership may be subject to significant
reduction in the event we acquire a target company with substantial assets.
 Any merger or acquisition effected by us can be expected to have a
significant dilutive effect on the percentage of shares held by our
then-shareholders.  We will participate in a business opportunity only
after the negotiation and execution of appropriate written agreements.
 Although the terms of such agreements cannot be predicted, generally such
agreements will require some specific representations and warranties by all of
the parties thereto, will specify certain events of default, will detail the
terms of closing and the conditions which must be satisfied by each of the
parties prior to and after such closing, will outline the manner of bearing
costs, including costs associated with our attorneys and accountants, will set
forth remedies on default and will include miscellaneous other terms.  As
stated hereinabove, we will not acquire or merge with any entity that cannot
provide independent audited financial statements within a reasonable period of
time after closing of the proposed transaction.  We intend to be subject to
all of the reporting requirements included in the 34 Act. Included in these
requirements is our affirmative duty to file independent audited financial
statements as part of our Form 8-K to be filed with the Securities and Exchange
Commission upon consummation of a business combination transaction, as well as
our audited financial statements included in our annual report on Form 10-K.
 If such audited financial statements are not available at closing, or
within time parameters necessary to insure our compliance with the requirements
of the 34 Act, or if the audited financial statements provided do not conform to
the representations made by the candidate to be acquired in the closing
documents, the closing documents may provide that the proposed transaction will
be voidable, at the discretion of our present management.  Financing  The Company believes it
that can satisfy its cash requirements for the foreseeable future.  To the
extent that additional funds are needed in the next twelve months in order to
pay for financial accounting, auditing, transfer agency or EDGAR filing fees,
Long Lane Capital, Inc. will advance or loan fund on behalf of the company.  Item 3.  Quantitative and
Qualitative Disclosures About Market Risk  Cash and Cash Equivalents  In the future, we plan
to invest our cash and cash equivalents in short-term, fixed rate, highly rated
and highly liquid instruments which are reinvested when they mature throughout
the year.  As of September 30, 2008, we had no cash and cash equivalents
subject to any market risk.  16   The Company does not issue or invest in financial instruments or
their derivatives for trading or speculative purposes.  Although the
Company has outstanding debt and related interest expense, market risk of
interest rate exposure is currently not material.  Item 4. Controls and Procedures.  Evaluation of Disclosure Controls and
Procedures  We maintain disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the Exchange Act) that are
designed to be effective in providing reasonable assurance that information
required to be disclosed in our reports under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission (the  SEC), and that
such information is accumulated and communicated to our management to allow
timely decisions regarding required disclosure.  In designing and
evaluating disclosure controls and procedures, management recognizes that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable, not absolute assurance of achieving the desired objectives.
Also, the design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. The design of any
system of controls is based, in part, upon certain assumptions about the
likelihood of future events and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.  As of the end of the
period covered by this report, we carried out an evaluation, under the
supervision and with the participation of management, including our chief
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, management concluded that our disclosure controls and procedures are
effective as of September 30, 2008 to cause the information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods prescribed
by SEC, and that such information is accumulated and communicated to management,
including our chief executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.  Evaluation of and Report on Internal
Control over Financial Reporting  Management is
responsible for establishing and maintaining adequate internal control over
financial reporting of the Company. Management, with the participation of our
principal executive officer and principal financial officer, has evaluated the
effectiveness of our internal control over financial reporting as of September
30, 2008 based on the criteria established in Internal Control  Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, management concluded that, as of September
30, 2008, our internal control over financial reporting were effective in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.  This annual report does
not include an attestation report of the company's registered public accounting
firm regarding internal control over financial reporting.  Management's
report was not subject to attestation by the company's registered public
accounting firm pursuant to temporary rules of the SEC that permit the company
to provide only management's report in this annual report.  Changes in Internal Control over
Financial Reporting  There was no change in
our internal controls over financial reporting identified in connection with the
requisite evaluation that occurred during our last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.  17   Limitations  Our management,
including our Principal Executive Officer and Principal Financial Officer, does
not expect that our disclosure controls or internal controls over financial
reporting will prevent all errors or all instances of fraud. A control system,
no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system's objectives will be met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and any design may not succeed in achieving its
stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in conditions or deterioration in the
degree of compliance with policies or procedures. Because of the inherent
limitation of a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.  PART II-OTHER INFORMATION   Item 1.   Legal
Proceedings.  The Company is not a
party to any pending material legal proceedings.  Item 1A.   Risk
Factors  There have been no
material changes from risk factors disclosed in our Form 10 registration
statement filed on May 14, 2008 and as amended on June 4, 2008.  Item 2.   Unregistered Sale of
Equity Securities and Use of Proceeds.  None.  Item 3.   Defaults upon Senior
Securities.None.   Item 4.   Submission of
Matters to a Vote of Security Holders.  No matter was submitted
to a vote of the security holders, through the solicitation of proxies or
otherwise, during the quarter of the fiscal year covered by this report.   Item 5.   Other Information.  OTC Electronic
Bulletin Board Eligiblity  On October 1, 2008, our
common stock became eligible for quotation on the FINRA Over-the-Counter
Electronic Bulletin Board.  Our trading symbol is SLVH.  Change Transfer
Agents  On September 12, 2008,
we discharged Computershare Trust Company as our stock transfer registrar
because Computershare notified us that the monthly maintenance fees for our
account were going to double in cost.  We engaged Action Stock
Transfer Corporation as our replacement stock transfer registrar.  Actions
contact information is as follows: Address: 7069 South Highland Dr., Suite 300,
Salt Lake City, UT 84121, Tel. (801) 274-1088, Fax (801) 274-1099.  18   Item 6.
  Exhibits  (a) Exhibits  Exhibit No.
Description31.1
Chief Executive Officer-Section 302 Certification
pursuant to Sarbanes-Oxley Act.31.2
Chief Financial Officer-Section 302 Certification
pursuant to Sarbanes-Oxley Act.32.1
Chief Executive Officer-Section 906 Certification
pursuant to Sarbanes-Oxley Act.32.2
Chief Financial Officer-Section 906 Certification
pursuant to Sarbanes-Oxley Act.  SIGNATURES   In accordance with the
requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.  Dated:  November 3, 2008  SILVER HILL MINES, INC.     By:
/s/ Steve Bergstrom

By:
/s/ Patrick DowneySteve Bergstrom


Patrick DowneyTitle:
President, CEO

Title:
CFO   19